UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2015
UTi Worldwide Inc.
(Exact name of registrant as specified in its charter)
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British Virgin Islands |
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000-31869 |
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N/A |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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9 Columbus Centre, Pelican Drive
Road Town, Tortola
British Virgin Islands |
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c/o UTi, Services, Inc.
100 Oceangate, Suite 1500
Long Beach, CA 90802 USA |
(Addresses of Principal Executive Offices) |
Registrants telephone number, including area code: 562.552.9400
N/A
(Former name or
former address if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 28, 2015, the Compensation Committee (the
Committee) of the Board of Directors (the Board) of UTi Worldwide Inc. (the Company) approved the acceleration of the vesting and settlement of the outstanding performance share units
(PSUs) held by Mr. Edward Feitzinger, Chief Executive Officer of the Company, at target level performance under such awards. As a result of this action, Mr. Feitzinger received ordinary shares of the Company in
satisfaction of the PSUs with a value of approximately $1.4 million.
This action was taken after careful consideration of the costs and
adverse tax consequences to the Company that could result from the application of Section 280G of the Internal Revenue Code of 1986, as amended (the Code), and the provisions of Mr. Feitzingers employment agreement
in the event Mr. Feitzinger terminates employment with the Company following the previously announced pending acquisition (the Pending Acquisition) of the Company by DSV A/S, a Danish corporation (DSV). The
Company believes that this action will result in cash savings to the Company and preserve potentially valuable tax deductions for the Company in the event of such a termination. Additionally, the Company believes that this action does not result in
incremental cost to the Company in the event the Pending Acquisition closes in the first calendar quarter of 2016 as the Company and DSV currently expect and as previously announced because the PSUs would have otherwise become vested at target level
performance at the time of the closing of the Pending Acquisition. In addition, the Company believes that this action does not result in any incremental pre-tax benefit to Mr. Feitzinger (which remains the same as disclosed in the
Companys definitive proxy statement filed on December 4, 2015) but mitigates some of the potential adverse tax effects to him under Sections 280G and 4999 of the Code that result primarily from the fact that he was recently promoted to
the role of Chief Executive Officer.
The Company is not providing Mr. Feitzinger with any gross-up or reimbursement payment for any
taxes (including taxes under Section 280G or 4999 of the Code) that he may incur as a result of the Pending Acquisition or termination of employment thereafter, but is merely accelerating the payment of a benefit that Mr. Feitzinger is
expected to receive at the closing of the Pending Acquisition by a matter of weeks. The Board and the Committee believe that this action was appropriate in light of the potential benefits to the Company and to Mr. Feitzinger with minimal cost.
DSV provided written consent to this action as required by the Merger Agreement, dated as of October 9, 2015, by and among the Company, DSV and Louvre Acquisitionco, Inc., an indirect wholly-owned subsidiary of DSV.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed
transaction involving DSV and the Company will be submitted to the Companys shareholders for their consideration. In connection with the proposed transaction, the Company has filed relevant materials with the Securities and Exchange Commission
(SEC), including the Companys proxy statement in definitive form, which it has also mailed to its shareholders. This communication is not intended to be, and is not, a substitute for such filings or for any other document
that DSV or the Company may file with the SEC in connection with the proposed transaction. SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANYS DEFINITIVE PROXY STATEMENT, CAREFULLY, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when they become available) and any other documents filed or furnished by DSV or the Company with the SEC may be obtained free of charge at the
SECs web site at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from the Company by going to its investor relations page on its corporate web site at www.go2uti.com.
PARTICIPANTS IN THE SOLICITATION
DSV, the Company, their
respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the Companys directors and
executive officers is set forth in its definitive proxy statement filed with the SEC on May 13, 2015, and in the definitive proxy statement filed by the Company on December 4, 2015. These documents are available free of charge from the SEC
and by going to the Companys investor relations page on its corporate web site at www.go2uti.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction may be
included in the other relevant materials DSV and the Company file with the SEC.
Item 8.01 Other Events.
The information contained in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Among other things, these forward-looking statements may include statements regarding the proposed merger between the Company and DSV. The Companys actual results may differ materially from those described in forward-looking statements. Such
statements are based on current expectations of the Companys performance and are subject to a variety of factors, some of which are not under the control of the Company, which can affect the Companys results of operations, liquidity or
financial condition. Factors that might cause or contribute to a material difference include, but are not limited to, the risks in the Companys filings with the Securities and Exchange Commission, including those listed in Item 1A
Risk Factors in its annual report on Form 10-K relating to the fiscal year ended January 31, 2015 filed with the SEC and subsequent documents we have or will file with the SEC, those risks discussed in the definitive proxy statement
filed with the SEC on December 4, 2015, and the following: the Company has incurred losses for each of the last three fiscal years and during the three and nine months ended October 31, 2015 and such losses are expected to continue; the
Companys ability to maintain sufficient liquidity and capital resources to fund its business and to generate sufficient cash to service its debts and other obligations; the Companys ability to refinance its indebtedness when it comes
due, including near term maturities; the Companys ability to accurately predict its future business results and liquidity; risks associated with the Companys clients, including delays or the inability by such clients to pay the Company;
the risk that the Company may not be able to achieve its expected working capital improvements; volatility with respect to global trade; global economic, political and market conditions and unrest, including those in Africa, Asia Pacific and Europe;
volatile fuel costs; transportation capacity, pricing dynamics and the Companys ability to secure space on third party aircraft, ocean vessels and other modes of transportation; changes in interest and foreign exchange rates, particularly with
respect to the South African rand and the Euro; material interruptions in transportation services; risks of international operations; risks that the carrying values of the Companys assets might be impaired; risks associated with, and the
potential for penalties, fines, costs and expenses the Company may incur as a result of an investigation by the government of Brazil into the international air freight and air cargo transportation industry; risks of adverse legal judgments or other
liabilities not limited by contract or covered by insurance; risks associated with the pending securities class action lawsuit and pending investigation by the SEC; the Companys ability to retain clients while facing increased competition;
disruptions caused by epidemics, natural disasters, conflicts, strikes, wars and terrorism; the impact of changes in the Companys effective tax rates; the Companys ability to maintain effective disclosure controls and procedures and
effective internal control over financial reporting; the other risks and uncertainties described herein and in the Companys other filings with the SEC; and other factors outside the Companys control. Other risks and uncertainties include
the timing and likelihood of completion of the proposed merger between the Company and DSV, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals for the proposed merger that could cause the
parties to abandon the transaction; the possibility that the Company will not receive the required ordinary shareholder approvals; disruption from the proposed merger making it more difficult to maintain business and operational relationships; the
risk that unexpected costs will be incurred; the possibility that the proposed merger does not close, including due to the failure to satisfy the closing conditions; as well as more specific risks and uncertainties. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Because
the information herein is based solely on data currently available, it is subject to change as a result of changes in conditions over which the Company has no control or influence, and should not therefore be viewed as assurance regarding the
Companys future performance. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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UTi Worldwide Inc. |
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Date: December 29, 2015 |
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By: |
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/s/ Lance E. DAmico |
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Lance E. DAmico, Executive Vice President, |
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Chief Administrative Officer |
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